Terms of Service

Cooper is owned and operated by CRY Holdings LLC, doing business as Cooper (“Cooper,” “we,” “us,” or “our”). These Terms of Service (the “Terms”) are a binding agreement between Cooper and the company or organization that registers for or uses the Service (the “Customer”), and they also bind every individual who accesses the Service under the Customer's account. Please read them carefully.

1. Acceptance of these Terms

These Terms are accepted, and re-affirmed, in several ways — each of which is binding:

• Company acceptance. When a person creates a company account (typically the “Super Admin”), that person represents that they are authorized to bind the Customer, and their acceptance of these Terms binds the Customer and all of its Authorized Users.
• Individual acceptance. Each Authorized User accepts these Terms when they first access the Service — for example when accepting an invitation, completing first-time setup, or first signing in with a PIN, badge, or password. Use of the Service is itself acceptance of these Terms.
• Take Acknowledgments. The Service requires an affirmative acknowledgment when recording certain material movements (Section 5). Each such acknowledgment re-affirms these Terms at the moment it is given.

If you do not agree to these Terms, do not use the Service.

2. Definitions

• “Service” means Cooper's software and related services — including the kiosk application, the employee application, the management portal, the public website, voice features, and synchronization infrastructure.
• “Authorized User” means any individual the Customer permits to use the Service under any role (including employee, material manager, admin, and super admin), by any sign-in method (including PIN, badge, shared company credentials, or personal login).
• “Materials” means the Customer's physical goods, parts, stock, tools, equipment, and any other tangible items the Customer chooses to track with the Service.
• “Records” means the data entered into or generated by the Service — including the inventory catalog, quantities, jobs, locations, requests, and the transaction ledger.
• “Take Acknowledgment” means the affirmative confirmation an Authorized User gives in the Service when finalizing a record that Materials are being taken, moved, loaded, or picked up.
• “Customer Data” means Records and any other data submitted to the Service by or on behalf of the Customer.

3. The Service

Cooper is a material-management and record-keeping platform. It gives the Customer a fast, structured way to record the movement of Materials — who took what, how many, for which job, and where it went — and derives inventory counts from an append-only ledger of those records.

4. Accounts, roles, and credentials

• The Customer is responsible for everything that happens under its account and its users' credentials — including PINs, badges, shared company sign-ins, and kiosk devices left signed in.
• The Customer decides which individuals get which roles (employee, material manager, admin, super admin) and is solely responsible for those assignments and their consequences, including approvals, threshold settings, and permissions granted within the Service.
• Credentials must be kept confidential. The Customer will promptly remove access for personnel who leave and will notify Cooper of any suspected unauthorized access.
• Accounts are for business use by the Customer's workforce. The Service is not directed to children and may not be used by anyone under 16.

5. Material records, acknowledgments, and accountability

This section is the heart of these Terms. It exists so that everyone — the Customer, its Authorized Users, and Cooper — is clear about who is responsible for what.

5.1 The Customer owns custody and control of Materials

The Customer retains sole and exclusive custody, control, and responsibility for its Materials at all times. Cooper never possesses, holds, transports, secures, or insures Materials. Nothing in the Service — including an approval, a staged request, a threshold, an alert, or any Record — transfers any custody, bailment, supervision, or duty of care over Materials to Cooper.

5.2 Records reflect what users enter

Records are created by the Customer's own Authorized Users. Cooper does not independently verify that any recorded quantity, item, job, destination, or movement matches physical reality. The Service by design permits users to record actual events even when they differ from the ledger (the “shelf beats ledger” principle), and discrepancies between Records and physical stock can result from unlogged activity, data entry error, timing of synchronization, or misuse. The Customer — not Cooper — is responsible for auditing its stock and reconciling discrepancies.

5.3 Take Acknowledgments

When an Authorized User finalizes a record that Materials are leaving a stock location — for example taking material out of a shop, loading it onto a vehicle, transferring it to another location, pulling a staged request, or confirming a pickup — the Service requires a Take Acknowledgment: an affirmative, un-pre-checked confirmation presented at the moment of the action. By giving a Take Acknowledgment, the Authorized User confirms, and the Customer agrees, that:

• the user is physically taking, moving, or receiving the Materials described, and the Record they are creating is accurate to the best of their knowledge;
• the user acts at all times as the Customer's personnel or agent — never as Cooper's — and responsibility and accountability for the Materials and for the accuracy of the Record rest with that user and with the Customer;
• the acknowledgment re-affirms these Terms, including this Section 5 and Sections 13–15; and
• the resulting Record, including its timestamp, user identity, and acknowledgment stamp, is part of the Customer's own business records, which the Customer may rely on in managing its workforce and property.

5.4 Workforce compliance is the Customer's responsibility

Whether the Customer's personnel use the Service at all, use it as intended, log movements honestly and completely, give truthful Take Acknowledgments, and otherwise hold themselves accountable is entirely within the Customer's control and is entirely the Customer's responsibility. Cooper has no duty to detect, prevent, investigate, or remedy any failure of the Customer's personnel to use the Service correctly, nor any loss, theft, misappropriation, misplacement, shrinkage, waste, or misuse of Materials.

5.5 No liability for Material outcomes

5.6 Employment matters

The Customer is solely responsible for how it uses Records and Take Acknowledgments in hiring, discipline, termination, chargeback, or any other workforce decision, and for complying with all laws that apply to monitoring and managing its personnel in its jurisdiction. Cooper is not a party to any employment relationship between the Customer and its personnel.

6. Customer responsibilities and acceptable use

• Use the Service only for lawful business purposes and in compliance with all applicable laws.
• Do not attempt to probe, breach, or circumvent security or access another organization's data.
• Do not reverse engineer, copy, resell, or build a competing product from the Service.
• Do not upload malicious code or use the Service to store unlawful content.
• Do not misrepresent identity when signing in or acknowledge on another person's behalf. One person, one acknowledgment.
• The Customer will maintain any hardware it runs the Service on (kiosks, tablets, phones, scanners) and its own network connectivity.

7. Voice and AI features

The Service includes optional voice and AI features (“Cooper AI”). Voice input is processed by automated systems, including third-party AI providers (Section 12), to transcribe and act on what is said. AI output can be wrong. Committing actions proposed by voice always require an on-screen confirmation, and material-out commitments require a Take Acknowledgment like any other. The Customer is responsible for reviewing AI-proposed actions before confirming them and for informing its personnel that voice features process audio when in use.

8. Offline operation and synchronization

The Service is offline-first: devices keep a local copy of the Customer's data, keep working without connectivity, and synchronize when a connection returns. As a result, Records made on one device may appear on other devices only after synchronization; counts on any single device may briefly lag reality; and simultaneous offline activity is reconciled by the ledger when devices reconnect. Cooper does not guarantee any particular synchronization timing and is not liable for decisions made on not-yet-synchronized data.

9. Fees and payment

Plans and pricing are published at cooper-kiosk.com. Early-access and pilot use of the Service may be provided under separately agreed pricing. Where fees apply: they are billed as agreed at signup or in an order form; they are non-refundable except as required by law or expressly agreed; continued use after a renewal constitutes acceptance of the then-current fees; and Cooper may suspend the Service for non-payment after reasonable notice. Taxes are the Customer's responsibility.

NEW · AUG 22Cooper seats. Plans that include Cooper AI provide a number of named Cooper seats. A seat's kind follows the person's role in the Service — super admins, admins, and material managers hold manager seats; all other users hold employee seats — and changing a person's role changes the seat they hold. Each seat contributes pooled voice minutes for the month, shared company-wide; the pool resets on the first of each month. Seats added mid-cycle are billed immediately on a prorated basis; seats removed take effect at the next billing cycle, with no credit for the remainder of the current one.

NEW · AUG 22Wallet minutes. The Customer may prepay for additional voice minutes (“wallet minutes”). Wallet minutes are consumed only after the monthly pool is used; do not expire while the account remains in good standing; are non-transferable; and are non-refundable, including on downgrade or cancellation, except as required by law. Auto-recharge is optional: by enabling it, the Customer authorizes Cooper to charge the payment method on file for the amount the Customer configured whenever the wallet balance falls to the Customer's configured threshold, subject to the monthly cap the Customer sets. The Customer may change or disable auto-recharge at any time, and each recharge is confirmed by email to the Customer's administrators.

10. Customer Data and intellectual property

• The Customer owns its data. As between the parties, all Customer Data belongs to the Customer. The Customer grants Cooper a limited license to host, process, transmit, and display Customer Data solely to provide and improve the Service.
• Cooper owns the Service. All software, design, and technology composing the Service, and all feedback the Customer chooses to give, are Cooper's. No rights are granted except the limited right to use the Service under these Terms.
• On termination, the Customer may request an export of its Customer Data within 30 days; see Section 16.

11. Privacy

Cooper's Privacy Policy describes what we collect, how we use it, and the choices available. It is incorporated into these Terms. In short: the Service necessarily records workforce activity (who moved what, when) on the Customer's behalf; the Customer is responsible for its own legal basis to process its personnel's activity records and for telling its personnel about that processing.

12. Third-party services

The Service runs on third-party infrastructure and services — currently including Supabase (database and authentication), PowerSync (synchronization), Cloudflare (hosting and delivery), OpenAI (voice and AI processing), and Resend (email delivery). Their availability affects the Service, and data is processed by them as described in the Privacy Policy. Cooper is not responsible for third-party services it does not control.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COOPER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF RECORDS OR COUNTS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. NO ADVICE OR INFORMATION OBTAINED FROM COOPER OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) COOPER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OR INACCURATE DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES; (b) WITHOUT LIMITING SECTION 5.5, COOPER WILL NOT BE LIABLE FOR THE VALUE, LOSS, THEFT, DAMAGE, OR MISALLOCATION OF ANY MATERIALS OR FOR ANY DISPUTE BETWEEN THE CUSTOMER AND ITS PERSONNEL OR THIRD PARTIES CONCERNING MATERIALS; AND (c) COOPER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO COOPER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR ONE HUNDRED U.S. DOLLARS IF NO FEES WERE PAID). THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS; IN THOSE JURISDICTIONS THESE LIMITS APPLY TO THE FULLEST EXTENT PERMITTED.

15. Indemnification

The Customer will defend, indemnify, and hold harmless Cooper and its owners, officers, and personnel from and against any claims, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) the Customer's or any Authorized User's use or misuse of the Service; (b) the taking, movement, loss, theft, use, or accounting of Materials, or any dispute concerning them; (c) the Customer's workforce decisions or employment relationships, including any use of Records or Take Acknowledgments in them; (d) Customer Data; or (e) breach of these Terms or of applicable law by the Customer or its Authorized Users.

16. Term, suspension, and termination

• These Terms apply from first acceptance and continue while the Customer uses the Service.
• The Customer may stop using the Service at any time; paid subscriptions end per their agreed terms.
• Cooper may suspend or terminate access for material breach, unlawful use, security risk, or non-payment, with notice where practicable.
• For 30 days after termination, the Customer may request an export of its Customer Data in a reasonable machine-readable format; thereafter Cooper may delete Customer Data, subject to routine backups and legal obligations.
• Sections 5, 10, and 13–19 survive termination.

17. Changes to the Service or these Terms

Cooper improves the Service continuously and may change or discontinue features. Cooper may also update these Terms; the version and effective date at the top will change, and material updates will be surfaced in the Service (for example, by requiring re-acceptance). Continued use after an update is acceptance of the updated Terms.

18. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The parties will first try in good faith to resolve any dispute informally by contacting each other. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in California, and the parties consent to their jurisdiction. Each party waives any right to a jury trial to the extent permitted by law.

19. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any signed order form are the entire agreement about the Service and supersede prior discussions.
• Severability. If a provision is unenforceable, the rest remain in effect.
• No waiver. Not enforcing a provision is not a waiver of it.
• Assignment. The Customer may not assign these Terms without Cooper's consent; Cooper may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Notices. Cooper may give notice through the Service or to the account email; notices to Cooper go to the contact below.

20. Contact

Questions about these Terms: [email protected].